Buyer Indemnifiable Losses definition

Buyer Indemnifiable Losses has the meaning set forth in Section 5.2(a).
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Buyer Indemnifiable Losses shall have the meaning set forth in Section 11.2.
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Buyer Indemnifiable Losses is defined in Section 12.1(a).
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Examples of Buyer Indemnifiable Losses in a sentence

  • The Seller and DQE will have the right to participate in or, by giving written notice to the Buyer Indemnitee, to elect to assume the defense of any Third Party Claim by the Seller's own counsel, the cost for which shall be borne by the Seller and DQE to the extent that Buyer Indemnifiable Losses exceed the Indemnity Basket and shall, to such extent, be taken into account in calculating the aggregate amount of the Seller's and DQE's liability for Buyer Indemnifiable Losses under the Indemnity Cap.

  • This Agreement, including all of the Exhibits and Schedules attached hereto which are incorporated herein by this reference, constitute the entire agreement of the Parties hereto with respect to the subject matter hereof and thereof and supersede all prior representations, warranties, statements, covenants, agreements and undertakings, both written and oral, made by or between the Parties with respect to the subject matter hereof and thereof.

  • The Seller will have the right to participate in or, by giving written notice to the Buyer Indemnitee, to elect to assume the defense of any Third Party Claim by the Seller’s own counsel, the cost for which shall be borne by the Seller to the extent that Buyer Indemnifiable Losses exceed the Indemnity Basket and shall, to such extent, be taken into account in calculating the aggregate amount of the Seller’s liability for Buyer Indemnifiable Losses under the Indemnity Cap.

  • For the avoidance of doubt, liabilities and obligations in respect of Affected Employees who do not accept a Qualifying Offer or satisfy the applicable Hiring Conditions shall be Buyer Indemnifiable Losses and subject to the Seller's and DQE's indemnification obligations under Article IX, recognizing that such indemnification obligations are always subject to the limitations and restrictions contained in Articles IX and X.

  • Notwithstanding anything to the contrary herein, to the extent that the Escrow Funds have not been fully disbursed, Buyer shall be required to recover any Liability for Taxes pursuant to the terms of Section 5.3, or for any Buyer Indemnifiable Losses pursuant to the terms of this Article 6 from the available Escrow Funds before seeking recourse against the Sellers.

  • A license on a disciplinary imposed probationary status is a license that is in jeopardy of being revoked or not renewed due to violations of licensing standards.

  • In the event of a breach by any of the Restricted Parties of the Restrictive Covenants set forth in Section 5.1(b), following the exhaustion of the Escrowed Amount, only the Restricted Party in violation of its obligations under Section 5.1 shall be liable for any Buyer Indemnifiable Losses.

  • The Sellers shall not have any right of contribution against Buyer, any Opto-tech Entity or any other Buyer Party with respect to any Buyer Indemnifiable Losses.

  • Notwithstanding the foregoing, claims asserted under Section 6.2(a)(i) or Section 6.2(b)(i) for Buyer Indemnifiable Losses arising from a breach of a Fundamental Representation shall not be subject to the Basket.

  • Any Buyer Indemnifiable Losses and any related claims for, or obligations of, indemnification under this Article VI shall be net of any insurance recovery actually received by any Buyer Indemnitee related to the Buyer Indemnifiable Loss in question, offset by any cost or expense related to or resulting from such recovery.


More Definitions of Buyer Indemnifiable Losses

Buyer Indemnifiable Losses means Losses Buyer Indemnitees may suffer, sustain or become subject to and be entitled to indemnity against, pursuant to Article VIII or Article XII.
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Buyer Indemnifiable Losses has the meaning set forth in Sections 8.1(a) through (d).
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Buyer Indemnifiable Losses means as set forth in Section 8.1(b)(ii).
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Buyer Indemnifiable Losses has the meaning set forth in Section 8.2(c). “Buyer’s Closing Documents” has the meaning set forth in Section 5.5. “Buyer’s Title Notice” has the meaning set forth in Section 6.18(b). “Cap” has the meaning set forth in Section 8.4(b).
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Buyer Indemnifiable Losses means all Indemnifiable Losses for which Buyer Indemnified Parties are entitled to seek indemnification pursuant to this Agreement.
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Buyer Indemnifiable Losses means, as of any date, the sum of (i) -------------------------- Indemnifiable Damages incurred by Buyer Indemnified Parties prior to such date for which they would be entitled to indemnification under Section 7.2(a)(ii)(A) --------------------- but for Section 7.2(f)(i) plus (ii) the Uncollected Receivables Amount that ----------------- ---- would have been payable but for the first proviso of Section 5.19(c). ---------------
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Related to Buyer Indemnifiable Losses

  • Indemnifiable Losses means any and all Losses relating to, arising out of or resulting from any Indemnifiable Claim.

  • Buyer Indemnitee has the meaning set forth in Section 8.1(b).

  • Buyer Indemnitees has the meaning set forth in Section 8.02.

  • Seller Indemnitee has the meaning set forth in Section 9.2(b).

  • Buyer Indemnified Party has the meaning set forth in Section 8.2.

  • Purchaser Indemnitees has the meaning set forth in Section 7.02.

  • Seller Indemnified Party has the meaning set forth in Section 7.2.

  • Indemnifiable Loss means, with respect to any Person, any action, claim, cost, damage, deficiency, diminution in value, disbursement, expense, liability, loss, obligation, penalty, settlement, suit, or tax of any kind or nature, together with all interest, penalties, legal, accounting and other professional fees and expenses reasonably incurred in the investigation, collection, prosecution and defense of claims and amounts paid in settlement, that may be imposed on or otherwise incurred or suffered by such Person, whether directly or indirectly.

  • Buyer Indemnified Parties has the meaning set forth in Section 8.2.

  • Seller Indemnitees has the meaning set forth in Section 8.03.

  • Seller Indemnified Parties has the meaning set forth in Section 8.1.

  • Purchaser Indemnitee As defined in Section 6(a) hereof.

  • Purchaser Indemnified Party shall have the meaning set forth in Section 9.1(a).

  • Buyer Indemnified Persons has the meaning set forth in Section 8.2.

  • Seller Indemnified Persons has the meaning set forth in Section 8.3.

  • Purchaser Indemnified Parties has the meaning set forth in Section 8.2.

  • Indemnifiable Damages shall have the meaning set forth in Section 9.1 herein.

  • Purchaser Indemnified Persons has the meaning specified in Section 11.01(a).

  • Purchaser Indemnified Person is defined in Section 5.1 of the Sale Agreement.

  • D&O Indemnified Parties shall have the meaning set forth in Section 6.6(a).

  • Company Indemnified Party has meaning set forth in Section 8(b) hereof.

  • Jointly Indemnifiable Claim means any Claim for which the Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable law, any indemnification agreement or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or comparable organizational documents of the Company and an Indemnitee-Related Entity.

  • Indemnifiable Liabilities and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below.

  • Company Indemnified Parties has the meaning specified in Section 7.8(a).

  • Jointly Indemnifiable Claims shall be broadly construed and shall include, without limitation, any claim, demand, action, suit or proceeding for which the Covered Person shall be entitled to indemnification or advancement of Expenses from both (i) the Company and/or any Controlled Entity pursuant to the Indemnification Sources, on the one hand, and (ii) any Indemnitee-Related Entity pursuant to any other agreement between any Indemnitee-Related Entity and the Covered Person pursuant to which the Covered Person is indemnified, the laws of the jurisdiction of incorporation or organization of any Indemnitee-Related Entity and/or the certificate of incorporation, certificate of organization, bylaws, partnership agreement, operating agreement, certificate of formation, certificate of limited partnership or other organizational or governing documents of any Indemnitee-Related Entity, on the other hand.

  • D&O Indemnified Party has the meaning set forth in Section 5.8(a).